Dodd-Frank Blog
Initial Tax Disclosures Regarding 162(m) in Proxy Statements
Employment, Executive Compensation, Public Companies and Securities Many know that the Section 162(m) deduction limit for performance-based compensation has been repealed by the recent tax legislation together with implementation of other changes, effective for taxable years beginning after December 31, 2017, subject to transition relief. This leaves the question about what to say about Section 162(m) during the upcoming proxy season. Below […] Read more →
New Tax Act Disclosures, Explanations and Examples
Employment, Executive Compensation, Public Companies and Securities Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the... Read more →
Pay Ratio Disclosure Checklist
Executive Compensation, Public Companies and Securities Calculating pay ratios for public companies can be a difficult and time-consuming project. While recent interpretative guidance from the Commission has provided additional... Read more →
SEC Denies No Action Request Despite Board Analysis under SLB 14I
Public Companies and Securities Apple sought to exclude a shareholder proposal regarding the establishment of a Human Rights Committee on the basis that it involved the company’s ordinary business operations... Read more →
SEC Guidance on Accounting for the Tax Cuts and Jobs Act and Form 8-K Obligations
Public Companies and Securities As Christmas Eve approached with vacations and holiday shopping in full swing, President Trump signed the Tax Cut and Jobs Act and the SEC promptly issued guidance to public... Read more →
SEC Charges CEO/Director with Sarb-Ox Loan Violations for Unreimbursed Advances that Were Outstanding for 5 to 36 Days and Misleading Independence Assertions
Public Companies and Securities According to the SEC in an order settling an enforcement action, Alan Shortall was CEO and Chairman of Unilife Corporation, a Nasdaq listed issuer. According to the SEC, Shortall... Read more →
New Tax Bill Unleashes Flood of SEC Disclosures
Public Companies and Securities, Trump The new tax bill awaiting President Trump’s signature has unleashed a flood of disclosures in SEC filings. The new bill was unartfully renamed “To provide for reconciliation... Read more →
Issuers Seek to Exclude Images from Shareholder Proposals Under SLB 14I
Public Companies and Securities Among other things, SEC Staff Legal Bulleting No. 14I provides guidance on excluding images from shareholder proposals. SLB14I provides the Division of Corporation Finance’s... Read more →
ISS Updates FAQs for 2018 Proxy Season
Employment, Executive Compensation, Public Companies and Securities ISS has published updates of the following documents: U.S. Equity Compensation Plans – Frequently Asked Questions U.S. Compensation Policies – Frequently Asked Questions... Read more →